09:34 SHOUGANG INT'L<00697> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. SHOUGANG CONCORD INTERNATIONAL ENTERPRISES COMPANY LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 697) CANCELLATION OF SHARE PREMIUM AND CAPITAL RESERVE ACCOUNTS The Directors announce that the Company proposes to cancel the amount standing to the credit of the Company's share premium account and capital reserve account. The credit arising on the Cancellation will be applied, to the extent permitted by the High Court, principally, in writing off the accumulated losses of the Company as at 30 June 2004. The Cancellation is conditional on the approval of the Shareholders in general meeting, the confirmation of the High Court and certain registration requirements. A circular containing further details concerning the Cancellation and a notice convening an extraordinary general meeting to approve the Cancellation will be despatched to the Shareholders on 20 May 2005. INTRODUCTION The Directors announce that the Company proposes to cancel the amount standing to the credit of the Company's share premium account and capital reserve account. This is expected to give rise to a credit of approximately HK$3,213 million based on the Company's share premium account and capital reserve account as at 31 March 2005. Such credit will be applied, to the extent permitted by the High Court, in writing off the accumulated losses of the Company, of approximately HK$2,920 million as at 30 June 2004 (the "Accumulated Losses"). The remaining balance of approximately HK$293 million of the credit arising on the Cancellation will be transferred to a special capital reserve to be created by the Company, the application of which will be subject to such conditions as are imposed by the High Court. As at 31 March 2005, the Company's share premium account and capital reserve account stood at approximately HK$1,413 million and HK$1,800 million respectively. The former sum has arisen as a result of various issues of Shares by the Company at a premium accrued pursuant to section 48B of the Companies Ordinance. The latter sum has arisen as a result of the reduction of the Company's share premium account in November 1993. CONDITIONS The Cancellation is conditional on the following: (i) the passing by the Shareholders of a special resolution in general meeting to approve the Cancellation; and (ii) the confirmation of the Cancellation by the High Court and the registration by the Registrar of Companies in Hong Kong of an office copy of the order of the High Court and the minute containing the particulars required by section 61 of the Companies Ordinance. Assuming that the above conditions are fulfilled, the Cancellation will become effective immediately following the registration of the order of the High Court and the minute referred to at (ii) above. The effective date of the Cancellation cannot be ascertained at present. An application will be made to the High Court in respect of the Cancellation as soon as practicable after the approval of the Cancellation by the Shareholders and further announcement(s) will be made informing the Shareholders of the expected effective date of the Cancellation and, as necessary or appropriate, the progress and results of the application to the High Court.